Westpac Banking : prices USD1.25bn SEC registered AT1 securities

Issuer

Westpac Banking Corporation, acting through its New Zealand Branch

Principal Amount

US$1,250,000,000

Legal Format

SEC Registered Global Securities

Trade Date

September 12, 2017

Issue Date

September 21, 2017 (T+7)

Term

Perpetual

Reset Date

The Interest Payment Date on September 21, 2027 (the "First Reset Date") and every 5th anniversary thereafter (each, a "Reset Date").

Initial Interest Rate

5.000% per year from and including Issue Date to, but excluding, the First Reset Date.

Reset Interest Rate

If all of the Securities have not been redeemed, purchased and cancelled, Written- off or Converted by Westpac by the relevant Reset Date, the interest, if any, scheduled to be paid semi-annually in arrears for the period from, and including, that Reset Date to, but excluding, the next succeeding Reset Date shall be reset to a fixed rate per annum equal to:

• the prevailing Mid-Market Swap Rate; plus

• the Spread,

(rounded to three decimal places, with 0.0005 rounded upwards).

"Mid-Market Swap Rate" has the meaning given in the Preliminary Prospectus Supplement dated September 7, 2017 (the "Preliminary Prospectus Supplement")

"Spread" means 2.888% per year, being the difference between the Re-offer Yield on the Trade Date and the Benchmark 10-Year Mid-Swap Rate at the time of pricing on the Trade Date.

Re-offer Price

100.000%

Re-offer Yield

5.000%

Benchmark 10-Year Mid- Swap Rate

2.112%

Interest Payment Dates

Subject to the Payment Conditions, interest, if any, will be scheduled to be paid semi-annually in arrears on March 21 and September 21 of each year, subject in each case to the Business Day Convention (see below), commencing on March 21, 2018 until but not including the date on which a redemption of the Securities

occurs.

Day Count Convention

30/360, unadjusted

Business Day

Each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York, New York, or London, United Kingdom, Auckland or Wellington, New Zealand or Sydney, Australia are authorized or obligated by law or executive order to close.

Business Day Convention

Any payment of principal or interest with respect to the Securities scheduled to be made on an Interest Payment Date that is not a Business Day will be made on the next succeeding Business Day, and no interest will accrue on that payment for the period from and after the Interest Payment Date to the date of payment on the next succeeding Business Day.

Denominations

Minimum of US$2,000 and integral multiples of US$1,000 in excess thereof

Ranking and Status

Fully paid, direct, unsecured and subordinated obligations of Westpac qualifying as Additional Tier 1 Capital of Westpac.

In the event of a Winding-Up of Westpac in Australia, to the extent the Securities have not previously been Converted or Written-off, the Securities would:

1. be subordinate to, and rank junior in right of payment to, the obligations of Westpac to Senior Creditors and all such obligations to Senior Creditors shall be entitled to be paid in full before any payment shall be paid on account of any sums payable in respect of the Securities;

2. rank equally with obligations of Westpac to the holders of other Securities that have not been Converted or Written-off (or that have been partially Converted or Written-off), and the obligations of Westpac to holders of Equal Ranking Instruments; and

3. rank prior to, and senior in right of payment to, the obligations of Westpac to holders of Ordinary Shares.

For a description of debts preferred by law, see "Description of the Securities- Ranking" in the Prospectus dated September 7, 2017 (the "Prospectus").

However, it is unlikely a Winding-Up of Westpac will occur without a Trigger Event having occurred first and the Securities being Converted or Written-off. In that event:

• if the Securities have Converted into Ordinary Shares, holders will rank equally with existing holders of Ordinary Shares; and

• if the Securities are Written-off, all rights in relation to the Securities will be terminated, and holders will not be paid the Outstanding Principal Amount or receive interest, or have the right to have the Securities Converted into Ordinary Shares. In such an event, a holder's investment in the Securities will lose all of its value and such holder will not receive any compensation.

Optional Redemption

Redemption is subject to APRA's prior written approval, which may or may not be